8-KOther Events

APPLIED MATERIALS INC /DE 8-K Report, Corporate Update (Dec 13, 2013)

Filed December 13, 2013For Securities:AMAT

Summary

Applied Materials, Inc. (AMAT) has reported that on December 11, 2013, it received a "Second Request" for additional information from the U.S. Department of Justice (DOJ) regarding its proposed merger with Tokyo Electron Limited (TEL). This is a standard procedural step in the regulatory review process under the Hart-Scott-Rodino Antitrust Improvements Act, which extends the waiting period for the transaction. The company stated it is cooperating with the DOJ and remains committed to obtaining necessary regulatory approvals as swiftly as possible. Despite this procedural extension, Applied Materials continues to anticipate that the transaction will close in the mid to second half of 2014. The closing remains contingent on customary conditions, including approvals from both companies' stockholders and all required regulatory bodies. Investors should note that while this Second Request is a normal part of the process, any significant delays or unexpected outcomes in the DOJ review could impact the projected timeline.

Key Highlights

  • 1Received "Second Request" from the U.S. Department of Justice (DOJ) for the proposed TEL merger.
  • 2The Second Request is an expected step in the antitrust review process and extends the waiting period.
  • 3Applied Materials is cooperating with the DOJ and aims for prompt regulatory approval.
  • 4The company reiterates its expectation for the transaction to close in mid to second half of 2014.
  • 5Transaction closing is subject to customary conditions, including stockholder and regulatory approvals.
  • 6The filing contains forward-looking statements regarding the merger and its potential impacts, subject to risks and uncertainties.

Frequently Asked Questions

A "Second Request" is a formal request from the U.S. Department of Justice (DOJ) for additional information and documents during the review of a proposed merger or acquisition that could raise antitrust concerns. It is a standard procedure that extends the waiting period under the Hart-Scott-Rodino Act, allowing the DOJ more time to investigate the potential impact of the transaction on competition.

The Second Request is an expected procedural step that naturally extends the regulatory waiting period. While it adds time to the process, Applied Materials is cooperating with the DOJ and still expects the transaction to close in mid to second half of 2014. The exact timeline will depend on the duration and outcome of the DOJ's review.

The closing of the transaction is subject to several customary conditions, including the approval of the merger by the stockholders of both Applied Materials and Tokyo Electron, as well as obtaining all necessary regulatory approvals from relevant authorities worldwide. The company is working to fulfill these requirements.

Applied Materials and Tokyo Electron intend to file a registration statement on Form S-4 with the SEC, which will include a prospectus and proxy statement. This document will contain important details about the proposed business combination. Investors can find these filings, once available, on the SEC's website (www.sec.gov) or directly from Applied Materials' Investor Relations department.